TABLEOFCONTENTS ITEM1—ElectionofDirectors 2 KeyProxy BOARDOFDIRECTORSINFORMATION 3 Information Biographical Information 3 Director Nominee Diversity, Tenure, Skills, and Characteristics 9 Corporate Governance 10 Boarddiversity Board Meetings and Committees 14 CompensationofDirectors 17 (page9) ITEM2—RatificationoftheAppointmentofErnst&YoungLLPas IndependentAuditors 19 Risk oversight AUDITORS 20 (page10) Fee Information 20 Pre-Approval Policies and Procedures 20 Audit Committee Report 21 Environmental, social, ITEM3—AdvisoryVotetoApproveExecutiveCompensation 22 andhumancapital ITEM4—ApprovalofAmendmenttoRestatedCertificateofIncorporation 24 initiatives SHAREHOLDERPROPOSALS 26 (page11) BENEFICIALOWNERSHIPOFSHARES 87 EXECUTIVECOMPENSATION 88 Ourshareholder CompensationDiscussion and Analysis 88 engagementprogram Leadership Development and Compensation Committee Report 97 (page13) SummaryCompensationTable 98 Grants of Plan-Based Awards 99 Outstanding Equity Awards and Stock Vested 100 Ourexecutive Potential Payments Upon Termination of Employment or Change-in-Control 101 compensation SECURITIESAUTHORIZEDFORISSUANCEUNDEREQUITY philosophy COMPENSATIONPLANS 103 (page89) ANNUALMEETINGINFORMATION 104 General 104 Considerations for our Outstanding Securities and Quorum 104 2021equitygrants Internet Availability of Proxy Materials 104 Proxy Voting 104 (page92) Other Matters 105 Voting Standard 106 Revocation 106 Participating in the Annual Meeting 106 OTHERINFORMATION 108 This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and othersustainability plans, initiatives, projections, goals, commitments, expectations, or prospects, are forward-looking. We use words suchasanticipates,believes,commits,expects,future,goal,intends,plans,projects,seeks,andsimilarexpressionstoidentifyforward- looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results or outcomes could differ materially due to a variety of factors. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2021 Annual Report on Form 10-K and our 2020 AmazonSustainability Report. Any standards of measurement and performance made in reference to our environmental, social, andothersustainabilityplansandgoalsaredevelopingandbasedonassumptions,andnoassurancecanbegiventhatanysuchplan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. Website references throughout this documentareprovidedforconvenienceonly, and the content on the referenced websites is not incorporated by reference into this document.